Common use of Exclusivity Period Clause in Contracts

Exclusivity Period. During the Exclusivity Period, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) November 21, 2014, and (ii) the termination of this Agreement pursuant to Article 5 (the “Exclusivity Period”), each PartyConsortium Member shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Consortium Members to implement the Transaction, including including, without limitation, to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to prepare, negotiate and finalize definitive documentation in connection with the terms of the ProposalTransaction, if applicable; and (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Target Ordinary Shares and Target Securities held or beneficially owned by such Consortium Member against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionTransaction (and any actions required in furtherance thereof); (b) shall not, without the written consent of the other PartiesConsortium Members, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Consortium Member’s behalf (i) make a Competing Proposal Proposal, or seek, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including including, without limitation, by offering any equity or debt financefinancing, or contribution of Target Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any SecuritiesTarget Securities or, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Target Securities (“Transfer”) or permit the any Transfer by any of their respective its Affiliates of an interest in any Target Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Target Securities, or any right, title or interest thereto or therein, or (C) deposit any Target Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Target Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the Party such Consortium Member from performing its obligations under this Agreement; , or (vii) seek, initiate, solicit, encourage, facilitateinduce, induce or facilitate any offer, inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Consortium Members if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Consortium Members with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Company specifically requests that the Chairwoman or the Founder cooperate in respect of a bona fide written Competing ProposalProposal that was not made, sought, initiated, solicited, or encouraged, induced, facilitated or joined by the Chairwoman or the Founder, as the case may be, and the Chairwoman determines (solely in her capacity as Chairwoman or a member of the Board, and not in her capacity as a shareholder) or the Founder determines (solely in his capacity as the Chief Executive Officer or a member of the Board, and not in his capacity as a shareholder), as applicable, that, based on the written advice of Cayman Islands counsel to the Consortium, that she or he is obligated in such capacity to cooperate with the Company in order to comply with her or his fiduciary duties under Cayman Islands law, the Chairwoman or the Founder, as applicable, may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended primarily to circumvent the exclusivity provisions hereof.

Exclusivity Period. During the period beginning on the date hereof and ending on the date that is twelve (12) months from the date hereof, which may be extended by the Initial Consortium Members in writing (the “Exclusivity Period”), each PartyParty shall (unless otherwise consented to in writing in advance by the Majority Initial Consortium Members) and shall cause its Affiliates to: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business and (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionDefinitive Documents; (b) shall not, without shall cause its Affiliates not to and shall use its reasonable efforts to cause the written consent Representatives of it and its Affiliates (subject to, in the case of a Representative who is a director of the other PartiesCompany or any of its Subsidiaries and solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: authorized Representatives (i) make a Competing Proposal an Acquisition Proposal, or solicit, encourage, facilitate or join with, with or invite, invite any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Acquisition Proposal, (ii) provide any information to any third party Third Party with a view to the third party Third Party or any other person pursuing or considering to pursue a Competing an Acquisition Proposal; , (iii) finance or offer to finance any Competing Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Competing Acquisition Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viivi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.1(b)(i) to Section 4.1(b)(v) or (bSection 4.2(a)(i) or Section 4.2(a)(ii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing an Acquisition Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Acquisition Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 9-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or including, not, directly or indirectly indirectly, to (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Company specifically requests that the Chairman cooperate in respect of a bona fide written Competing Proposal that was not initiated, solicited, or encouraged by the Chairman, and the Chairman determines (solely in his capacity as Chief Executive Officer, Chairman or a member of the Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that he is obligated in such written capacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended primarily to circumvent the exclusivity provisions thereof. In any event, the Chairman shall not enter into any understanding or arrangement with any party (or Affiliates of such party) to a Competing Proposal (including in respect of such Competing Proposal, holding any employment, consulting, or advisory role with the Target or any successor entity of the Target or its businesses or holding any equity or debt in respect of the same) until the period ending on the 1st anniversary of the date of the completion of the Competing Proposal.

Exclusivity Period. During the Exclusivity Period, Period each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.1 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Party to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or and in the case of CNshangquan and ChinaEquity, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Party if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Party with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) twelve (12) months following the termination of this Agreement pursuant to Section 5.1 or (ii) termination of this Agreement pursuant to Section 5.2 (only for the Party with respect to which this Agreement terminates pursuant to Section 5.2) or Section 5.3 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction, and (viii) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf, (i) make a Competing Proposal Proposal, or seek, initiate, solicit, knowingly encourage, induce, knowingly facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regardingregarding any Competing Proposal, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire any Securities or enter into any agreement, arrangement or understanding to acquire any Securities except that any Affiliate of TCH and C-Travel may continue to acquire Target Shares through exercise of options (other than pursuant to share incentive plans of the Targetif any), (vi) or dispose of any Securities, or directly or indirectly including (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation for the Transaction, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, Securities or (vivii) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viiviii) seek, initiate, solicit, knowingly encourage, facilitateinduce or knowingly facilitate any offer, induce inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding for the matters described in purpose of effecting any action prohibited by Section 5.01(a4.1(b)(i) or (bthrough Section 4.1(b)(vii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its knowledge, any of its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any written communication. Notwithstanding the foregoing, the provisions of this Section 4.1 shall not restrict (i) the transfer or disposal of any interest in a Party or any assignment pursuant thereto, provided the details of such written Competing Proposaltransactions have been described by such Party to the other Parties in writing prior to the date of this Agreement without breach of any confidentiality obligations of such Party, (ii) disclosure to the potential funding sources or investors of a Party that have been identified by such Party to the other Parties in writing prior to the date of this Agreement, or (iii) the activities of any officer or employee of any Party who is a director of Target acting in such capacity or the exercise of any such individual of such person’s fiduciary duties to Target. In no event shall this paragraph be used as a means to circumvent the exclusivity provisions under this Section 4.1. For the avoidance of doubt, the Exclusivity Period shall not be deemed terminated if any Party terminates its participation in this Agreement pursuant to Section 5.1 or Section 5.2 and the terminating Party shall not otherwise enter into any acquisition arrangements with respect to the Target during the Exclusivity Period other than in compliance with this Article IV.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) twelve (12) months following the termination of this Agreement pursuant to Section 5.1 or (ii) termination of this Agreement pursuant to Section 5.2 (only for the Party with respect to which this Agreement terminates pursuant to Section 5.2) or Section 5.3 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction, and (viii) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf, (i) make a Competing Proposal Proposal, or seek, initiate, solicit, knowingly encourage, induce, knowingly facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regardingregarding any Competing Proposal, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire any Securities or enter into any agreement, arrangement or understanding to acquire any Securities except that any Affiliate of Ocean and Ctrip may continue to acquire Target Shares through exercise of options (other than pursuant to share incentive plans of the Targetif any), (vi) or dispose of any Securities, or directly or indirectly including (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation for the Transaction, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, Securities or (vivii) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viiviii) seek, initiate, solicit, knowingly encourage, facilitateinduce or knowingly facilitate any offer, induce inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding for the matters described in purpose of effecting any action prohibited by Section 5.01(a4.1(b)(i) or (bthrough Section 4.1(b)(vii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its knowledge, any of its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any written communication. Notwithstanding the foregoing, the provisions of this Section 4.1 shall not restrict (i) any transfer or disposal of any interest in any Party, or any assignment pursuant thereto, (ii) any disclosure to any potential funding source or investor of any Party, or as required by law or regulations, or (iii) the activities of any officer or employee of any Party who is a director of Target acting in such written Competing Proposalcapacity or the exercise of any such individual of such person’s fiduciary duties to Target. In no event shall this paragraph be used as a means to circumvent the exclusivity provisions under this Section 4.1. For the avoidance of doubt, the Exclusivity Period shall not be deemed terminated if any Party terminates its participation in this Agreement pursuant to Section 5.1 or Section 5.2 and the terminating Party shall not otherwise enter into any acquisition arrangements with respect to the Target other than in compliance with this Article IV.

Exclusivity Period. During the Exclusivity Period, Period each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iviii) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (viv) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than than, in the case of the Founders, pursuant to share equity incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Party promptly if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the six-month anniversary of the date hereof and (ii) the date on which this Agreement is terminated pursuant to Section 4.01(b) or Section 4.01(c) (the “Exclusivity Period”), each PartyConsortium Member shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Consortium Members to participate in the Process and implement the Transaction, including to to: (i) evaluate the TargetCompany; (ii) formulate any amendments to the terms of one or more joint non-binding or binding (as the circumstance may require) proposals in connection with the Transaction (the “Proposal, if applicable”); (iii) prepare and submit to the Target Company the Merger AgreementProposal; and (iv) conduct negotiations, prepare and finalize negotiations with the Documentation Company on the terms of the definitive agreements in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of connection the Transaction; (b) shall not, without the written consent of the other PartiesConsortium Members, directly or indirectly, either alone or with or through any of its Affiliates or RepresentativesRepresentatives and Affiliates: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein)Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Company Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Company Securities, or directly or indirectly including to (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Company Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Company Securities, in each case, except as expressly contemplated under this Agreement and the DocumentationAgreement, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Company Securities, or any right, title or interest thereto or therein, or (C) deposit any Company Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party Consortium Member from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b3.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Consortium Members promptly if it, its Affiliates it or any of its Representatives and Affiliates receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties Consortium Members the identity of any other persons involved and the nature and content of such the approach or communication and promptly provide copies of any such written Competing Proposalcommunication.

Exclusivity Period. (a) During the Exclusivity Period, each Party: (a) shall the Company and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall notSelling Shareholders agree that, without the prior written consent of the other PartiesBuyer, neither they nor any of their subsidiaries and Affiliates or any of their respective officers, directors, employees, advisors, agents or representatives shall, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal solicit, initiate, knowingly facilitate or join with, or invite, any other person to be involved in knowingly encourage the making by any Person (other than Buyer and its Affiliates) of any Competing Proposal proposal concerning the purchase or sale, merger, tender offer, joint venture or other disposal or investment of equity interest or debt securities of the Company (including through any rollover investment thereinan "Acquisition Proposal"); , (ii) provide enter into, participate or engage in discussions or negotiations concerning an Acquisition Proposal, or furnish or disclose to any Person any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing concerning an Acquisition Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, execute or enter into any agreementcontract or any non-binding arrangement (including any term sheet, arrangement letter of intent or understanding similar document) with respect to sell an Acquisition Proposal, or otherwise transfer or dispose of, an interest (iv) engage in any Securities activities of similar nature prohibited in items (“Transfer”i) to (iii) above. (b) During the Exclusivity Period and during the one year period following the date on which this Agreement is terminated pursuant to the provision of Section 9.1 hereof, Buyer agrees that neither Buyer nor any of its subsidiaries and Affiliates or permit the Transfer by any of their respective Affiliates of an interest in any Securitiesofficers, in each casedirectors, except as expressly contemplated under this Agreement and the Documentationemployees, advisors, agents or representatives shall, directly or indirectly, (Bi) solicit, initiate, knowingly facilitate or knowingly encourage the making by any Person of any proposal concerning the purchase or sale, merger, tender offer, joint venture or other disposal or investment of equity interest or debt securities of the Tulip Entities (a "Tulip Acquisition Proposal"), (ii) enter into, participate or engage in discussions or negotiations concerning a Tulip Acquisition Proposal, or furnish or disclose to any person any information concerning a Tulip Acquisition Proposal, (iii) execute or enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, contract or any rightnon-binding arrangement (including any term sheet, title letter of intent or interest thereto or therein, or (Csimilar document) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any SecuritiesTulip Acquisition Proposal, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (viiiv) solicit, encourage, facilitate, induce or enter into engage in any negotiation, discussion, agreement or understanding activities of a similar nature prohibited in items (whether or not in writingi) with any other person regarding to (iii) above (the matters described in Section 5.01(a) or (b"Tulip Exclusivity"); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the Exclusivity Period, Period each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the TransactionTransaction and other related matters, including to (i) evaluate the TargetCompany; (ii) formulate any amendments to the terms of the Proposal, if applicableProposal (or any amendment thereto); (iii) prepare and submit to the Target Company the Proposal (and any amendments thereto) and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties Senior Management Member Representative and (v) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities beneficially owned by such Party and which have voting rights against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or RepresentativesRepresentatives acting on behalf of such Party: (i) make a Competing Proposal or join with, or invitesolicit, encourage, facilitate or invite any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financefinancing, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; (v) sell, offer to sell or distribute an interest in any Securities, or permit the sale, offer to sale or distribution by any of its Affiliates of an interest in any Securities, in each case to its limited partners (“Specified Transfer”), (vi) acquire (other than pursuant to share equity incentive plans of the TargetCompany) or dispose of any Securities, Securities or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose ofof (“Transfer”, provided that “Transfer” shall exclude any “Specified Transfer”), an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would could reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.01(a) or (band Section 4.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.01, (A) to the extent the Company Board specifically requests that a Senior Management Member (the “Relevant Senior Management Member”) cooperate in respect of any actual or potential Competing Proposals that were not initiated, solicited, or encouraged by any Senior Management Member, and the Relevant Senior Management Member determines (solely in his capacity as a management member of the Company, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium or the Company that he is obligated in such capacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, the Relevant Senior Management Member may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended to circumvent the exclusivity provisions hereof. In any event, none of the Senior Management Members shall, during the Exclusivity Period, (i) enter into any understanding or arrangement with any party to the Competing Proposal or any Affiliate thereof (including in respect of such Competing Proposal, holding any employment, consulting, or advisory role with the Company, any successor entity of the Company or its businesses or any Affiliate thereof, or holding any equity or debt in respect of the same), or (ii) hold any employment, consulting, or advisory role with any party to the Competing Proposal or any Affiliate thereof; and (B) any Senior Management Member may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of such Senior Management Member or his spouse, siblings, parents or lineal descendants or antecedents, provided, however, that in all cases, any such Transfer shall not relieve the transferor of his obligations hereunder with respect to the transferred Securities.

Exclusivity Period. During Subject to Article VI, during the Exclusivity Period, Period each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Party to implement the Transaction, including to (i) evaluate the TargetTarget and its business; (ii) formulate any amendments to engage in discussions with the terms of Target regarding the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties Parties; and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) , all Securities beneficially owned by such Party and which have voting rights against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction;. (b) shall not, without the written consent of the other PartiesParty, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein)Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or and in the case of the Founder Parties, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would make have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b5.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Party promptly if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties Party the identity of any other persons involved and the nature and content of such the approach or communication and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) 12 calendar months after the date hereof and (ii) the termination of this Agreement pursuant to Section 5.3 (the “Exclusivity Period”), each Partythe Parties shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing (if any), and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of Representatives authorized to act on its Affiliates or Representatives: behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) directly or indirectly acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the a Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During Subject to Article VI, during the Exclusivity Period, Period each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the TargetCompany; (ii) formulate any amendments to the terms of the Proposal, if applicableincluding the amount to be paid, the date for submission of the Proposal or any other date agreed by the Parties; (iii) prepare and submit to the Target Company the Proposal and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) voteat any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, (1) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (2) vote or cause to be votedvoted (including by proxy or written consent, at every shareholder meeting (whether by written consent or otherwiseif applicable) all of such Party’s Securities (x) in favor of the Transaction and (y) against any Competing Proposal or matter that would could facilitate a Competing Proposal and in favor of the TransactionProposal; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein)Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financefinancing, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, in each case under subsection (A), (B) and (C) above, except as expressly contemplated in the Documentation, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b5.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication and promptly provide copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each Party:Party shall (unless otherwise agreed to or consented to in writing in advance by the Parties): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing (collectively, the “Definitive Agreements”), and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire or dispose of any Securities (other than acquiring Securities pursuant to the share incentive plans of the Target) or dispose of any Securities), or and, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Target specifically requests that the Chairman cooperate in respect of a bona fide written Competing ProposalProposal that was not initiated, solicited, or encouraged by the Chairman, and the Chairman determines (solely in his capacity as Chief Executive Officer, Chairman or a member of the Target Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium or a counsel of applicable jurisdiction, that he is obligated in such capacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law or other applicable jurisdiction, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended primarily to circumvent the exclusivity provisions thereof.

Exclusivity Period. During the Exclusivity Period, Period each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicableincluding the amount to be paid, by the date for submission of the Proposal or any other date agreed by the Parties; (iii) prepare and submit to the Target the Proposal and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than than, in the case of the Founder, pursuant to share equity incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Party promptly if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the Exclusivity Period, each PartyParty shall: (a) shall and shall cause its respective Affiliates Representatives (other than advisors and Representatives potential sources of equity or debt financing) to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target Group and its business, (ii) formulate any amendments to prepare, negotiate and finalize the terms of the ProposalDefinitive Documents, if applicable; (iii) prepare and submit to the Target including the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire or dispose of any Securities (other than acquiring Securities pursuant to the share incentive plans of the Target) or dispose of any Securities), or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationother Definitive Documents, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would could reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it such Party or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date which is ninety (90) calendar days after the date of this Letter, which may be extended as jointly agreed by all Initial Consortium Members in writing, and (ii) the execution of the Consortium Agreement (the “Exclusivity Period”), each Party:Party agrees that such Party shall (and shall cause his, her or its Affiliates to): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business, (ii) formulate any amendments to conduct negotiations with the terms of the Proposal, if applicableCompany; and (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiationsprepare, prepare negotiate and finalize the Documentation definitive documents in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of connection with the Transaction;; and (b) shall not, without the written consent of the other Partiesand shall not permit his, her or its Affiliates, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: to (i) make a Competing Proposal or join withpropose an Alternative Transaction, or inviteseek, any other person to be involved in the making of any Competing Proposal solicit, initiate, induce, facilitate or encourage (including through by way of furnishing any rollover investment therein)non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposalan Alternative Transaction; (iii) finance or offer to finance any Competing ProposalAlternative Transaction, including by offering any equity or debt finance, or contribution of Securities Company Shares or other securities in the Company or provision of a voting agreement, in support of any Competing ProposalAlternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the provisions of this Letter or the Transaction as contemplated under by this AgreementLetter; or (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securitiesseek, or directly or indirectly (A) sellsolicit, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicitinitiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a2.1(b)(i) to Section 2.1(b)(iv). Notwithstanding the foregoing provisions of this Section 2.1, to the extent the Company specifically requests that the Founder or a Representative of General Atlantic on the Company Board cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by the Founder or General Atlantic, respectively, and the Founder (solely in his capacity as the chairman of the Company Board or a member of the Company Board, and not in his capacity as a shareholder) or such Representative of General Atlantic (b); (c) shall immediately cease and terminatesolely in his or her capacity a member of the Company Board, and cause to be ceased and terminatednot in his or her capacity as a Representative of a shareholder) determines, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any based on the written advice of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose Cayman Islands counsel to the other Parties Consortium, that the identity Founder or such Representative of any other persons involved and General Atlantic, respectively, is obligated in such capacity to cooperate with the nature and content Company in order to comply with his or her respective fiduciary duties under Cayman Islands law, the Founder or such Representative of General Atlantic may provide such approach or communication and promptly provide copies of any cooperation but only to the extent required to comply with such written Competing Proposalfiduciary duties in such capacity.

Exclusivity Period. During the Exclusivity Periodperiod beginning on the date hereof and ending on the date which is nine (9) months after the execution date of this Agreement, which may be extended as agreed by all Parties in writing, each Party:Party agrees that it shall (and shall cause its Affiliates to): (a) shall and shall cause its respective Affiliates and Representatives tosubject to Section 2.1 (a), work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business, (ii) formulate any amendments to conduct negotiations with the terms of the Proposal, if applicable; Company; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiationsprepare, prepare negotiate and finalize the Documentation definitive Transaction documentation in the forms form to be agreed by the Parties Parties; and (viv) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities of its Company Shares (x) against any Competing Proposal Alternative Transaction or matter that would facilitate a Competing Proposal an Alternative Transaction and (y) in favor of the Transaction;Transaction; (b) shall not, without the written consent and shall not permit its Affiliates, or any of the other Partiesits or its Affiliates’ Representatives, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: to (i) make a Competing Proposal or join withpropose an Alternative Transaction, or inviteseek, any other person to be involved in the making of any Competing Proposal solicit, initiate, induce, facilitate or encourage (including through by way of furnishing any rollover investment therein); non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; an Alternative Transaction; (iii) finance or offer to finance any Competing ProposalAlternative Transaction, including by offering any equity or debt finance, or contribution of Securities Company Shares or other securities in the Company or provision of a voting agreement, in support of any Competing Proposal; Alternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under by this Agreement; Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities Company Shares or other securities in the Company (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities), in each case, except as expressly contemplated under this Agreement and the Documentation, definitive Transaction documentation; (Bvi) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of Company Shares or other securities in the SecuritiesCompany, or any right, title or interest thereto or therein, or therein; (Cvii) deposit any Securities Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have Company Shares or other securities in the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; Company; or (viiviii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a3.1(b)(i) or (b);to Section 3.1(b)(vii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, any discussions, conversationsnegotiations, negotiations and communications or other communications (whether conducted by it or activities with any of its Affiliates or Representatives) with all persons conducted heretofore parties that may be ongoing with respect to a Competing Proposal; any Alternative Transaction; and (d) shall promptly notify the other Parties if itit or, to its knowledge, any of its Affiliates or any of its or its Affiliates’ Representatives receives any approach or communication with respect to any Competing ProposalAlternative Transaction, promptly disclose to including the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date which is nine months after the date of this Agreement and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing, and (viii) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or seek, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire any Securities or enter into any agreement, arrangement or understanding to acquire any Securities except that the Major Shareholder may continue to acquire Target Ordinary Shares through exercise of his options (other than pursuant to share incentive plans of the Targetif any), (vi) or dispose of any Securities, or directly or indirectly including (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vivii) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viiviii) seek, initiate, solicit, encourage, facilitateinduce or facilitate any offer, induce inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(viii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its knowledge, any of its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Target specifically requests that the Major Shareholder cooperate in respect of a bona fide written Competing ProposalProposal that was not made, sought, initiated, solicited, encouraged, induced, facilitate or joined by the Major Shareholder, and the Major Shareholder determines (solely in his capacity as the chairman of the Board or a member of the Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that he is obligated in such capacity to cooperate with the Target in order to comply with his fiduciary duties under Cayman Islands law, the Major Shareholder may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity. In no event shall this clause be used by the Major Shareholder as a means to (i) circumvent the exclusivity provisions under this Section 4.1 or (ii) enter into any agreement, understanding or arrangement with any party with respect to a Competing Proposal during the Exclusivity Period.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 9-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each PartyParty shall, and shall cause its Affiliate: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein)Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financefinancing, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or including, not, directly or indirectly indirectly, to (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, in each case except that the Management Parties may continue to acquire Target Ordinary Shares through exercise of share incentive awards; (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; or (vii) seek, initiate, solicit, encourage, facilitatefacilitate or induce any offer, induce inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Company specifically requests that the applicable Management Parties cooperate in respect of a bona fide written Competing ProposalProposal that was not initiated, solicited, or encouraged by such Management Party, and such Management Party determines (solely in his capacity as Chief Executive Officer, Chairman, Chief Operating Officer or a member of the Board, as applicable, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that he is obligated in such capacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, such Management Party may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date that is one year from the date hereof, and (ii) the termination of this Agreement pursuant to Article 5 (the “Exclusivity Period”), each PartyConsortium Member shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Consortium Members to implement the Transaction, including including, without limitation, to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to prepare, negotiate and finalize definitive documentation in connection with the terms of the ProposalTransaction, if applicable; and (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Target Ordinary Shares and Target Securities held or beneficially owned by such Consortium Member against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionTransaction (and any actions required in furtherance thereof); (b) shall not, without the written consent of the other PartiesConsortium Members, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Consortium Member’s behalf (i) make a Competing Proposal Proposal, or seek, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including including, without limitation, by offering any equity or debt financefinancing, or contribution of Target Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any SecuritiesTarget Securities or, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Target Securities (“Transfer”) or permit the any Transfer by any of their respective its Affiliates of an interest in any Target Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Target Securities, or any right, title or interest thereto or therein, or (C) deposit any Target Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Target Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the Party such Consortium Member from performing its obligations under this Agreement; , or (vii) seek, initiate, solicit, encourage, facilitateinduce, induce or facilitate any offer, inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Consortium Members if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Consortium Members with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Company specifically requests that the Chairwoman or the Founder cooperate in respect of a bona fide written Competing ProposalProposal that was not made, sought, initiated, solicited, or encouraged, induced, facilitated or joined by the Chairwoman or the Founder, as the case may be, and the Chairwoman determines (solely in her capacity as Chairwoman or a member of the Board, and not in her capacity as a shareholder) or the Founder determines (solely in his capacity as the Chief Executive Officer or a member of the Board, and not in his capacity as a shareholder), as applicable, that, based on the written advice of Cayman Islands counsel to the Consortium, that she or he is obligated in such capacity to cooperate with the Company in order to comply with her or his fiduciary duties under Cayman Islands law, the Chairwoman or the Founder, as applicable, may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended primarily to circumvent the exclusivity provisions hereof.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) twelve (12) months following the termination of this Agreement pursuant to Section 5.1 or (ii) termination of this Agreement pursuant to Section 5.2 (only for the Party with respect to which this Agreement terminates pursuant to Section 5.2) or Section 5.3 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction, and (viii) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf, (i) make a Competing Proposal Proposal, or seek, initiate, solicit, knowingly encourage, induce, knowingly facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regardingregarding any Competing Proposal, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly including (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation for the Transaction, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, ; (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) seek, initiate, solicit, knowingly encourage, facilitateinduce or knowingly facilitate any offer, induce inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding for the matters described in purpose of effecting any action prohibited by Section 5.01(a4.1(b)(i) or (bthrough Section 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its knowledge, any of its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any written communication. Notwithstanding the foregoing, the provisions of this Section 4.1 shall not restrict the activities of any officer or employee of any Party who is a director of Target acting in such written Competing Proposalcapacity or the exercise of any such individual of such person’s fiduciary duties to Target. In no event shall this paragraph be used as a means to circumvent the exclusivity provisions under this Section 4.1. For the avoidance of doubt, the Exclusivity Period shall not be deemed terminated if any Party terminates its participation in this Agreement pursuant to Section 5.1 or Section 5.2 and the terminating Party shall not otherwise enter into any acquisition arrangements with respect to the Target other than in compliance with this Article IV.

Exclusivity Period. During Subject to Article VI, during the Exclusivity Period, Period each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicableincluding the amount to be paid, by the date for submission of the Proposal or any other date agreed by the Parties; (iii) prepare and submit to the Target the Proposal and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein)Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or and in the case of the Founder Parties and the Existing Investor, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would make have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b5.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Party promptly if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication and promptly provide copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each Party:Party shall (unless otherwise agreed to or consented to in writing in advance by a two-thirds majority in number of the Sponsors): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or and in the case of the Chairman Parties, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Company specifically requests that the Chairman cooperate in respect of a bona fide written Competing Proposal that was not initiated, solicited, or encouraged by the Chairman, and the Chairman determines (solely in his capacity as Chief Executive Officer, Chairman or a member of the Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that he is obligated in such written capacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended primarily to circumvent the exclusivity provisions thereof. In any event, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not enter into any understanding or arrangement with any party (or Affiliates of such party) to a Competing Proposal (including in respect of such Competing Proposal, holding any employment, consulting, or advisory role with the Target or any successor entity of the Target or its businesses or holding any equity or debt in respect of the same) until the period ending on the 2nd year anniversary of the date of the completion of the Competing Proposal.

Exclusivity Period. Upon the execution of this letter agreement and ------------------- continuing until the earlier of (a) 5:00 p.m. Dallas time on July 22, 1999 and (b) the execution of a definitive agreement governing the terms and conditions of the Potential Acquisition (such period, the "Exclusivity Period"), Company shall, and shall cause its subsidiaries and all of its or their affiliates, officers, directors, employees, agents and representatives (including without limitation any investment banker, financial advisor, attorney or accountant retained by Company or any of its subsidiaries or affiliates) to, discontinue any solicitation efforts, discussions or negotiations with respect to any Acquisition Proposal (as hereinafter defined) with any person or entity other than Sterling Software. During the Exclusivity Period, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) Company shall not, and shall not authorize or permit any of its subsidiaries or any of its or their affiliates, officers, directors, employees, agents or representatives (including without the written consent limitations any investment banker, financial advisor, attorney or accountant retained by Company or any of the other Partiesits subsidiaries or affiliates) to, directly or indirectly, either alone initiate, solicit or encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries, any expression of interest or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or through to obtain an Acquisition Proposal or agree to or endorse any Acquisition Proposal. For purposes of this letter agreement, "Acquisition Proposal" means an inquiry, offer, proposal or other indication of interest (other than the Potential Acquisition) regarding any of its Affiliates or Representativesthe following matters involving Company: (i) make a Competing Proposal any merger, consolidation, share exchange, tender or join withexchange offer, recapitalization, business combination or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein)similar transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution acquisitions of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option stock or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted securities issued by it Company or any of its Affiliates subsidiaries, (iii) any sale, lease, exchange, mortgage, pledge, transfer or Representatives) with other disposition of all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any substantial portion of the assets of Company and its Representatives receives subsidiaries, taken as a whole, in a single transaction or series of related transactions; or (iv) any approach proposal, plan or communication with respect intention to do any Competing Proposalof the foregoing or any agreement in principle or other agreement to engage in any of the foregoing. Information Advantage, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.Inc. July 7, 1999 Page 2

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (x) the date that is twelve (12) months from the date hereof, which may be extended by the Initial Consortium Members and PWM (to the extent that PWM is bound by the relevant provisions under Article IV) in writing, and (y) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each PartyParty shall (unless otherwise consented to in writing in advance by the Majority Initial Consortium Members) and shall cause its Affiliates to: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business and (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionDefinitive Documents; (b) shall not, without shall cause its or his Affiliates not to and shall use its or his reasonable efforts to cause its or his Representatives (subject to, in the written consent case of a Representative who is a director of the other PartiesCompany or any of its Subsidiaries and solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: authorized Representatives (i) make a Competing Proposal an Acquisition Proposal, or solicit, encourage, facilitate or join with, with or invite, invite any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Acquisition Proposal, (ii) provide any information to any third party Third Party with a view to the third party Third Party or any other person pursuing or considering to pursue a Competing an Acquisition Proposal; , (iii) finance or offer to finance any Competing Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Competing Acquisition Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viivi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.1(b)(i) or (bto Section 4.1(b)(v); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing an Acquisition Proposal; and (d) shall promptly notify the other Parties if itit or he or, to its Affiliates or his knowledge, any of its or his Representatives receives any approach or communication with respect to any Competing Acquisition Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During Subject to Article VI, during the Exclusivity Period, Period each PartyConsortium Member shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Consortium Members to implement the Transaction, including to to: (i) evaluate the TargetCompany; (ii) formulate any amendments to the terms of the Proposal, if applicableincluding the amount to be paid, the date for submission of the Proposal or any other date agreed by the Consortium Members; (iii) prepare and submit to the Target Company the Proposal and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties Consortium Members; and (v) voteat any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, (A) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (B) vote or cause to be votedvoted (including by proxy or written consent, at every shareholder meeting (whether by written consent or otherwiseif applicable) all of such Consortium Member’s Securities (x) in favor of the Transaction and (y) against any Competing Proposal or matter that would could facilitate a Competing Proposal and in favor of the TransactionProposal; (b) shall not, without the written consent of the other PartiesConsortium Members, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein)Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financefinancing, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or and in the case of the Founder Consortium Members, directly or indirectly indirectly, except as disclosed in Schedule B, (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would make have the effect of preventing, disabling or delaying the Party Consortium Member from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (bSection 5.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and; (d) shall promptly notify the other Parties Consortium Members promptly if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties Consortium Members the identity of any other persons involved and the nature and content of such the approach or communication and promptly communication; and (e) Unless otherwise agreed in writing by each Consortium Member, no Consortium Member may enter into any agreement with another Consortium Member or group of Consortium Members that has the effect of discriminating against any Consortium Member in a manner that is materially adverse to such Consortium Member without such Consortium Member’s consent. Each Consortium Member shall provide copies to all other Consortium Members a copy of any each agreement to be entered into with less than all of the Consortium Members prior to the execution of such written Competing Proposalagreement.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each Party:Party shall (unless otherwise agreed to or consented to in writing in advance by the Sponsors): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing (collectively, the “Definitive Agreements”), and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire or dispose of any Securities (other than acquiring Securities pursuant to the share incentive plans of the Target) or dispose ), and in the case of any Securitiesthe Chairman Parties, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Target specifically requests that the Chairman cooperate in respect of a bona fide written Competing ProposalProposal that was not initiated, solicited, or encouraged by the Chairman, and the Chairman determines (solely in his capacity as Chief Executive Officer, Chairman or a member of the Target Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that he is obligated in such capacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended primarily to circumvent the exclusivity provisions thereof.

Exclusivity Period. During the period beginning on the date hereof and ending on the date which is ninety (90) calendar days after the date of this Letter, which may be extended as jointly agreed by all Initial Consortium Members in writing (the “Exclusivity Period”), each Party:Party agrees that such Party shall (and shall cause his or its Affiliates to): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the TargetCompany and its business; (ii) formulate any amendments to conduct negotiations with the terms of the Proposal, if applicableCompany; and (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiationsprepare, prepare negotiate and finalize the Documentation definitive documents in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of connection with the Transaction;; and (b) shall not, without the written consent of the other Partiesand shall not permit his or its Affiliates, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: to (i) make a Competing Proposal or join withpropose an Alternative Transaction, or inviteseek, any other person to be involved in the making of any Competing Proposal solicit, initiate, induce, facilitate or encourage (including through by way of furnishing any rollover investment therein)non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposalan Alternative Transaction; (iii) finance or offer to finance any Competing ProposalAlternative Transaction, including by offering any equity or debt finance, finance or contribution of Securities Company Shares or provision of other securities in the Company, or provide a voting agreement, agreement in support of any Competing ProposalAlternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the provisions of this Letter or the Transaction as contemplated under by this AgreementLetter; or (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securitiesseek, or directly or indirectly (A) sellsolicit, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicitinitiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a2.1(b)(i) to Section 2.1(b)(iv). Notwithstanding the foregoing provisions of this Section 2.1, to the extent the Company (including the Company Board or (b); (cany committee thereof) shall immediately cease and terminatespecifically requests that the Founder cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by the Founder, and cause the Founder (solely in his capacity as a member of the Company Board and not in his capacity as a shareholder) determines that he is obligated in such capacity to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications cooperate with the Company (whether conducted by it including the Company Board or any of its Affiliates or Representativescommittee thereof) in order to comply with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify his fiduciary duties under Cayman Islands law, the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose Founder may provide such cooperation but only to the other Parties the identity of any other persons involved and the nature and content of extent required to comply with such approach or communication and promptly provide copies of any fiduciary duties in such written Competing Proposalcapacity.

Exclusivity Period. During the Exclusivity Period, Period each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of his/its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financefinancing, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it such Party or any of his/its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if itsuch Party, his/its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) April 30, 2015 and (ii) the termination of this Agreement pursuant to Section 6.1, Section 6.3 (only for the Party with respect to which this Agreement terminates pursuant to Section 6.3) or Section 6.4 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction and (viii) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf, (i) make a Competing Proposal Proposal, or seek, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire any Securities or enter into any agreement, arrangement or understanding to acquire any Securities except that any Affiliate of Yilida may continue to acquire Target Shares through exercise of his options (other than pursuant to share incentive plans of the Targetif any), (vi) or dispose of any Securities, or directly or indirectly including (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation for the Transaction, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vivii) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viiviii) seek, initiate, solicit, encourage, facilitateinduce or facilitate any offer, induce inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 5.1(b)(i) or to 5.1(b) (bvii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its knowledge, any of its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 5.1, to the extent the Target specifically requests that any director of the Target who is an Affiliate of Yilida or Zhongyincashmere cooperate in respect of a bona fide written Competing ProposalProposal that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by Yilida or Zhongyincashmere, and such director determines (solely in his or her capacity as a director of the Target, and not in his or her capacity as an Affiliate of Yilida or Zhongyincashmere) that, based on the written advice of Cayman Islands counsel to the Consortium, that he or she is obligated in such capacity to cooperate with the Target in order to comply with his or her fiduciary duties under Cayman Islands law, such director may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity. In no event shall this clause be used as a means to circumvent the exclusivity provisions under this Section 5.1. For the avoidance of doubt, the Exclusivity Period shall not be deemed terminated if any Party terminates their participation in this Agreement pursuant to Section 6.3.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section ‎5.2 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the TransactionTransactions, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms Transactions, including the Merger Agreement and those related to be agreed by the Parties Debt Financing, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionTransactions; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the Transaction provisions of this Agreement or the Transactions as contemplated under this Agreement; , (v) acquire or dispose of any Securities (other than acquiring Securities pursuant to the share incentive plans of the Target) or dispose of any Securities), or and directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections ‎4.1‎(b)(i) or (bto ‎4.1‎(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section ‎4.1, to the extent the Target specifically requests that the Chairman cooperate in respect of a bona fide written Competing ProposalProposal that was not initiated, solicited, or encouraged by the Chairman, and the Chairman determines (solely in his capacity as chief executive officer of the Target, Chairman or a member of the board of directors of the Target, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Parent, that he is obligated in such capacity to cooperate with the Target in order to comply with his fiduciary duties under Cayman Islands law, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended primarily to circumvent the exclusivity provisions thereof.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date that is twenty-four (24) months after the date hereof and (ii) the termination of this Agreement pursuant to Section 6.2 (the “Exclusivity Period”), each Party:Party shall (unless otherwise agreed to or consented to in writing in advance by the Sponsor): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business and (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionDefinitive Documents; (b) shall not, without shall cause its Affiliates not to and shall use its reasonable best efforts to cause the written consent Representatives of it and its Affiliates (subject to, in the case of a Representative who is a director of the other PartiesCompany or any of its Subsidiaries and solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: authorized Representatives (i) make a Competing Proposal an Acquisition Proposal, or solicit, encourage, facilitate or join with, with or invite, invite any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Acquisition Proposal, (ii) provide any information to any third party Third Party with a view to the third party Third Party or any other person pursuing or considering to pursue a Competing an Acquisition Proposal; , (iii) finance or offer to finance any Competing Acquisition Proposal, including by offering any equity or debt finance, or contribution of Securities Covered Shares or provision of a voting agreement, in support of any Competing Acquisition Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights ownership of any of the Securities, assets or businesses of the Company or any rightAdditional Shares or any option or other right to acquire such ownership, title or interest thereto or therein, excluding any Additional Shares that result from (x) the exercise of any Company Warrants held by such Party as of the date hereof or (Cy) deposit the grant, vesting or exercise of any Securities into a voting trust Company Options, Company Restricted Share Units or grant other equity incentive awards under the Share Incentive Plan or any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securitiesother equity incentive plan adopted by the Company, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, arrangement, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a5.1(b)(i) to Section 5.1(b)(vi) or (bSection 5.2(a)(i) or Section 5.2(a)(ii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing an Acquisition Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the Exclusivity Period, Period each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer“ Transfer ”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) February 6, 2015 and (ii) the termination of this Agreement pursuant to Section 6.1, Section 6.3 (only for the Party with respect to which this Agreement terminates pursuant to Section 6.3) or Section 6.4 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction and (viii) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf, (i) make a Competing Proposal Proposal, or seek, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire any Securities or enter into any agreement, arrangement or understanding to acquire any Securities except that any Affiliate of Yilida may continue to acquire Target Shares through exercise of his options (other than pursuant to share incentive plans of the Targetif any), (vi) or dispose of any Securities, or directly or indirectly including (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation for the Transaction, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vivii) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viiviii) seek, initiate, solicit, encourage, facilitateinduce or facilitate any offer, induce inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 5.1(b)(i) or (bto 5.1(b)(vii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its knowledge, any of its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 5.1, to the extent the Target specifically requests that any director of the Target who is an Affiliate of Yilida or Zhongyincashmere cooperate in respect of a bona fide written Competing ProposalProposal that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by Yilida or Zhongyincashmere, and such director determines (solely in his or her capacity as a director of the Target, and not in his or her capacity as an Affiliate of Yilida or Zhongyincashmere) that, based on the written advice of Cayman Islands counsel to the Consortium, that he or she is obligated in such capacity to cooperate with the Target in order to comply with his or her fiduciary duties under Cayman Islands law, such director may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity. In no event shall this clause be used as a means to circumvent the exclusivity provisions under this Section 5.1. For the avoidance of doubt, the Exclusivity Period shall not be deemed terminated upon the termination of this Agreement pursuant to Section 6.3 with respect to any Party that is not a Party with respect to which this Agreement terminates pursuant to Section 6.3.

Exclusivity Period. During Subject to Article VI, during the Exclusivity Period, Period each PartyConsortium Member shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Consortium Members to implement the Transaction, including to to: (i) evaluate the TargetCompany; (ii) formulate any amendments to the terms of the Proposal, if applicableincluding the amount to be paid, by the date for submission of the Proposal or any other date agreed by the Consortium Members; (iii) prepare and submit to the Target Company the Proposal and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties Consortium Members; and (v) voteat any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s shareholders, however called, or in connection with any written consent of the Company’s shareholders, (1) appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (2) vote or cause to be votedvoted (including by proxy or written consent, at every shareholder meeting (whether by written consent or otherwiseif applicable) all of the Consortium Member’s Securities (x) in favor of the Transaction and (y) against any Competing Proposal or matter that would could facilitate a Competing Proposal and in favor of the TransactionProposal; (b) shall not, without the written consent of the other PartiesConsortium Members, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein)Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or and in the case of the Founder Consortium Members, directly or indirectly indirectly, except as disclosed in Schedule B, (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would make have the effect of preventing, disabling or delaying the Party Consortium Member from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (bSection 5.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Consortium Members promptly if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties Consortium Members the identity of any other persons involved and the nature and content of such the approach or communication and promptly communication. (e) Unless otherwise agreed in writing by each Consortium Member, no Consortium Member may enter into any agreement with another Consortium Member or group of Consortium Members that has the effect of discriminating against any Consortium Member in a manner that is materially adverse to such Consortium Member without such Consortium Member’s consent. Each Consortium Member shall provide copies to all other Consortium Members a copy of any each agreement to be entered into with less than all of the Consortium Members prior to the execution of such written Competing Proposalagreement.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date which is six (6) months after the date of this Agreement, which may be extended as agreed by all Parties in writing, and (ii) the termination of this Agreement pursuant to Section 5.3 (the “Exclusivity Period”), each Party:Party agrees that it shall (and shall cause its Affiliates to): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Principal Consortium Members to implement the Transaction, including to (i) evaluate the Target; Company and its business, (ii) formulate any amendments to conduct negotiations with the terms of the Proposal, if applicableCompany; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiationsprepare, prepare negotiate and finalize the Documentation definitive Transaction documentation in the forms form to be agreed by the Parties Parties; and (viv) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities of its Company Shares (1) against any Competing Proposal Alternative Transaction or matter that would facilitate a Competing Proposal an Alternative Transaction and (2) in favor of the Transaction; (b) shall not, without the written consent and shall not permit its Affiliates, or any of the other Partiesits or its Affiliates’ Representatives, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: to (i) make a Competing Proposal or join withpropose an Alternative Transaction, or inviteseek, any other person to be involved in the making of any Competing Proposal solicit, initiate, induce, facilitate or encourage (including through by way of furnishing any rollover investment therein)non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposalan Alternative Transaction; (iii) finance or offer to finance any Competing ProposalAlternative Transaction, including by offering any equity or debt finance, or contribution of Securities Company Shares or other securities in the Company or provision of a voting agreement, in support of any Competing ProposalAlternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under by this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities Company Shares or other securities in the Company (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities), in each case, except as expressly contemplated under this Agreement and the Documentation, definitive Transaction documentation; (Bvi) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of Company Shares or other securities in the SecuritiesCompany, or any right, title or interest thereto or therein, or ; (Cvii) deposit any Securities Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have Company Shares or other securities in the effect of preventing, disabling or delaying the Party from performing its obligations under this AgreementCompany; or (viiviii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.1(b)(i) or (bto Section 4.1(b)(vii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, any discussions, conversationsnegotiations, negotiations and communications or other communications (whether conducted by it or activities with any of its Affiliates or Representatives) with all persons conducted heretofore parties that may be ongoing with respect to a Competing Proposalany Alternative Transaction; and (d) shall promptly notify the other Parties Principal Consortium Members if itit or, to its knowledge, any of its Affiliates or any of its or its Affiliates’ Representatives receives any approach or communication with respect to any Competing ProposalAlternative Transaction, promptly disclose to including the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide the Principal Consortium Members with copies of any written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Company specifically requests that the Chairman cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitate or joined by the Chairman, and the Chairman determines (solely in his capacity as the chairman of the Company Board or a member of the Company Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that the Chairman is obligated in such written Competing Proposalcapacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity. In no event shall this clause be used by the Chairman as a means to (i) circumvent the exclusivity provisions under this Section 4.1 or (ii) enter into any agreement, understanding or arrangement with any party with respect to an Alternative Transaction during the Exclusivity Period.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.1 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Party to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or and in the case of CNshangquan, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Party if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Party with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the 12-months anniversary of the date hereof (the “Exclusivity Period”), each PartyParty shall (unless otherwise agreed to or consented to in writing in advance by the other Parties) and shall cause its Affiliates: (a) shall and shall cause its respective Affiliates and Representatives to, to work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business and (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionDefinitive Agreements; (b) not to, and shall not, without use its reasonable efforts to cause the written consent Representatives of the other Partiesit and its Affiliates not to, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: authorized Representatives (i) make a Competing Proposal an Acquisition Proposal, or solicit, encourage, facilitate or join with, with or invite, invite any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Acquisition Proposal, (ii) provide any information to any third party Third Party with a view to the third party Third Party or any other person pursuing or considering to pursue a Competing an Acquisition Proposal; , (iii) finance or offer to finance any Competing Acquisition Proposal, including by offering any equity or debt finance, or contribution of Securities Covered Shares or provision of a voting agreement, in support of any Competing Acquisition Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viivi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a‎Section 4.1‎(b)(i) to ‎Section 4.1‎(b)(v) or (b‎Section 4.2(a)(i) or ‎Section 4.2(a)(ii); (c) shall to immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing an Acquisition Proposal; and (d) shall to promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Acquisition Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the Exclusivity Period, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the ProposalTransaction, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (viv) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), unless otherwise agreed to or consented to in writing in advance by the other Party, each Party:Party shall (and the Founder agrees to cause each member of the Founder Family): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aclauses (i) or to (bvi) of this Sections 4.1(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the Exclusivity Period, Period each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the TransactionTransaction and other related matters, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicableProposal (or any amendment thereto); (iii) prepare and submit to the Target the Proposal and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties Sponsor and the Senior Management Member Representative and (v) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities beneficially owned by such Party and which have voting rights against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or RepresentativesRepresentatives acting on behalf of such Party: (i) make a Competing Proposal or join with, or invitesolicit, encourage, facilitate or invite any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share equity incentive plans of the Target) or dispose of any Securities, Securities or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would could reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.01(a) or (band Section 4.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.01, (A) to the extent the Target Board specifically requests that a Senior Management Member (the “Relevant Senior Management Member”) cooperates in respect of any actual or potential Competing Proposals that were not initiated, solicited, or encouraged by any Senior Management Member, and the Relevant Senior Management Member determines (solely in his capacity as a management member of the Target, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium or the Company that he is obligated in such capacity to cooperate with the Target in order to comply with his fiduciary duties under Cayman Islands law, the Relevant Senior Management Member may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended to circumvent the exclusivity provisions thereof. In any event, none of the Senior Management Members shall, during the Exclusivity Period, (i) enter into any understanding or arrangement with any party to the Competing Proposal or any Affiliate thereof (including in respect of such Competing Proposal, holding any employment, consulting, or advisory role with the Target, any successor entity of the Target or its businesses or any Affiliate thereof, or holding any equity or debt in respect of the same), or (ii) hold any employment, consulting, or advisory role with any party to the Competing Proposal or any Affiliate thereof; and (B) any Senior Management Member may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of such Senior Management Member or his spouse, siblings, parents or lineal descendants or antecedents, provided, however, that in all cases, any such Transfer shall not relieve the transferor of his obligations hereunder with respect to the transferred Securities; and (C) ▇▇▇▇▇ ▇. ▇▇▇▇ will not be deemed to violate any provision of this Agreement by reason of any settlement with respect to the VPF Shares under the Chen VPF, provided that if and so long as ▇▇. ▇▇▇▇ has voting power over the Chen VPF Shares, he shall vote the Chen VPF Shares as required by this Section 4.01.

Exclusivity Period. During the Exclusivity Period, unless otherwise agreed to by the Parties, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties (and their Advisors) to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare prepare, and finalize the Documentation in the forms to be agreed by the Parties Parties; and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target, if applicable) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of of, or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title title, or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce induce, or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a4.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations negotiations, and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if it, its Affiliates it or any of its Affiliates or Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the one-year anniversary of the date hereof and (ii) the date on which this Agreement is terminated pursuant to Section 4.01 (the “Exclusivity Period”), each PartyConsortium Member shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Consortium Members to participate and implement the Transaction, including to to: (i) evaluate the TargetCompany; (ii) formulate any amendments to the terms of one or more joint non-binding or binding (as the circumstance may require) proposals in connection with the Transaction (the “Proposal, if applicable”); (iii) prepare and submit to the Target Company the Merger AgreementProposal; and (iv) conduct negotiations, prepare and finalize negotiations with the Documentation Company on the terms of the definitive agreements in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of connection the Transaction; (b) shall not, without the written consent of the other PartiesConsortium Members, directly or indirectly, either alone or with or through any of its Affiliates or RepresentativesRepresentatives and Affiliates: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein)Proposal; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Company Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Company Securities, or directly or indirectly including to (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Company Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Company Securities, in each case, except as expressly contemplated under this Agreement and the DocumentationAgreement, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Company Securities, or any right, title or interest thereto or therein, or (C) deposit any Company Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Company Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party Consortium Member from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b3.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Consortium Members promptly if it, its Affiliates it or any of its Representatives and Affiliates receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties Consortium Members the identity of any other persons involved and the nature and content of such the approach or communication and promptly provide copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) January 1, 2016, which may be extended as agreed by all Parties in writing, and (ii) the termination of this Agreement pursuant to Section 5.3 (the “Exclusivity Period”), each Party:Party agrees that it shall (and shall cause its Affiliates to): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Principal Consortium Members to implement the Transaction, including to (i) evaluate the Target; Company and its business, (ii) formulate any amendments to conduct negotiations with the terms of the Proposal, if applicableCompany; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiationsprepare, prepare negotiate and finalize the Documentation definitive Transaction documentation in the forms form to be agreed by the Parties Parties; and (viv) vote, or cause to be voted, at every shareholder or stakeholder meeting of the Company (whether by written consent or otherwise) all Securities of its Company Shares (including Company Shares represented by ADSs) (1) against any Competing Proposal Alternative Transaction or matter that would facilitate a Competing Proposal an Alternative Transaction and (2) in favor of the Transaction; (b) shall not, without the written consent and shall not permit its Affiliates, or any of the other Partiesits or its Affiliates’ Representatives, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: to (i) make a Competing Proposal or join withpropose an Alternative Transaction, or inviteseek, any other person to be involved in the making of any Competing Proposal solicit, initiate, induce, facilitate or encourage (including through by way of furnishing any rollover investment therein)non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposalan Alternative Transaction; (iii) finance or offer to finance any Competing ProposalAlternative Transaction, including by offering any equity or debt finance, or contribution of Securities Company Shares or other securities in the Company or provision of a voting agreement, in support of any Competing ProposalAlternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under by this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities Company Shares or other securities in the Company (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities), in each case, except as expressly contemplated under this Agreement and the Documentation, definitive Transaction documentation; (Bvi) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of Company Shares or other securities in the SecuritiesCompany, or any right, title or interest thereto or therein, or ; (Cvii) deposit any Securities Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have Company Shares or other securities in the effect of preventing, disabling or delaying the Party from performing its obligations under this AgreementCompany; or (viiviii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.1(b)(i) or (bto Section 4.1(b)(vii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, any discussions, conversationsnegotiations, negotiations and communications or other communications (whether conducted by it or activities with any of its Affiliates or Representatives) with all persons conducted heretofore parties that may be ongoing with respect to a Competing Proposalany Alternative Transaction; and (d) shall promptly notify the other Parties Principal Consortium Members if itit or, to its knowledge, any of its Affiliates or any of its or its Affiliates’ Representatives receives any approach or communication with respect to any Competing ProposalAlternative Transaction, promptly disclose to including the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide the Principal Consortium Members with copies of any written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Company specifically requests that the Chairman cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitate or joined by the Chairman, and the Chairman determines (solely in his capacity as the chairman of the Company Board or a member of the Company Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that the Chairman is obligated in such written Competing Proposalcapacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity. In no event shall this clause be used by the Chairman as a means to (i) circumvent the exclusivity provisions under this Section 4.1 or (ii) enter into any agreement, understanding or arrangement with any party with respect to an Alternative Transaction during the Exclusivity Period.

Exclusivity Period. During the Exclusivity Period, each Party: (a) shall Oacis agrees that, in recognition of the effort and shall cause expenses that will be devoted by SAIC to considering and pursuing a Transaction, except to the extent the board of directors of Oacis (the "Board of Directors"), after receiving advice of its respective Affiliates and Representatives tocounsel, concludes that compliance with this sentence would be inconsistent with its fiduciary duties, Oacis will work exclusively with SAIC with respect to a possible transaction involving the other Parties acquisition of Oacis for a period beginning on the date hereof and expiring on February 15, 1999 or any earlier date as of which SAIC fails to implement engage in good faith negotiations to reach a definitive agreement concerning the Transaction, including to possible Transaction (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction;"Exclusivity Period"). (b) shall notDuring the Exclusivity Period and except to the extent the Board of Directors of Oacis, without the written consent after receiving advice of the other Partiesits counsel, concludes that compliance with this paragraph (b) would be inconsistent with its fiduciary duties, Oacis, its subsidiaries and its advisors and representatives agree not to, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal solicit, initiate or join withencourage the submission of proposals or offers relating to any transaction of the type referred to in clause (iii) below ("Acquisition Proposal"), or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information respond, other than to acknowledge receipt and indicate that Oacis may not further respond, to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing such Acquisition Proposal; , (iii) finance engage in any negotiations or offer discussions with any person or entity relating to finance any Competing Proposalmerger, including by offering any equity consolidation, acquisition affecting the ownership of the capital stock of Oacis or debt financeits subsidiaries or the purchase of all or a portion of Oacis' or its subsidiaries' assets (other than purchases of assets in the ordinary course of business), or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into provide any written confidential information concerning Oacis and/or its subsidiaries to any person or oral agreement, arrangement entity who is considering making or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (has made an Acquisition Proposal other than pursuant to share incentive plans of SAIC and its representatives. In the Target) event that Oacis, its subsidiaries or dispose of any Securitiesits advisors or representatives receive a solicited or 2 unsolicited inquiry, proposal or directly offer for such a transaction or indirectly (A) sell, obtain information that such an offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause is likely to be ceased and terminatedmade, all existing activitiesOacis will provide SAIC with notice thereof as soon as practicable after receipt thereof but in no event later than 24 hours after receipt thereof, discussions, conversations, negotiations and other communications including (whether conducted unless prohibited by it or any of its Affiliates or Representativeslaw) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach prospective purchaser or communication and promptly provide copies of any such written Competing Proposalsoliciting party.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 9-month anniversary of the date hereof, and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each PartyParty shall, and shall cause its Affiliate: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including including, without limitation, to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Target Securities held or beneficially owned by such Party against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor favour of the TransactionTransaction (and any actions required in furtherance thereof); (b) shall not, without the prior written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or seek, invite, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including including, without limitation, by offering any equity or debt financefinancing, or contribution of Target Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Target Securities, or or, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Target Securities (“Transfer”) or permit the any Transfer by any of their respective its Affiliates of an interest in any Target Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Target Securities, or any right, title or interest thereto or therein, or (C) deposit any Target Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Target Securities, in each case except that the Management Parties may continue to acquire Target Common Shares through exercise of share incentive awards, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the any Party from performing its obligations under this Agreement; , or (vii) seek, invite, initiate, solicit, encourage, facilitateinduce, induce or facilitate any offer, inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including, without limitation, in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Target specifically requests that the applicable Management Parties cooperate in respect of a bona fide written Competing ProposalProposal that was not initiated, solicited, or encouraged by such Management Party, and such Management Party determines (solely in his capacity as Chief Executive Officer, Chairman of the Target Board, Chief Financial Officer, Vice President or a member of the Target Board, as applicable, and not in his capacity as a shareholder of the Target) that, based on the written advice of British Virgin Islands counsel to the Consortium, that he is obligated in such capacity to cooperate with the Target in order to comply with his fiduciary duties under the laws of British Virgin Islands, such Management Party may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 9-month anniversary of the date hereof, and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each PartyParty shall, and shall cause its Affiliate: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including including, without limitation, to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Target Securities held or beneficially owned by such Party against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor favour of the TransactionTransaction (and any actions required in furtherance thereof); (b) shall not, without the prior written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or seek, invite, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including including, without limitation, by offering any equity or debt financefinancing, or contribution of Target Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Target Securities, or or, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Target Securities (“Transfer”) or permit the any Transfer by any of their respective its Affiliates of an interest in any Target Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Target Securities, or any right, title or interest thereto or therein, or (C) deposit any Target Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Target Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the any Party from performing its obligations under this Agreement; , or (vii) seek, invite, initiate, solicit, encourage, facilitateinduce, induce or facilitate any offer, inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including, without limitation, in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Target specifically requests that the applicable Management Parties cooperate in respect of a bona fide written Competing ProposalProposal that was not initiated, solicited, or encouraged by such Management Party, and such Management Party determines (solely in his capacity as Chief Executive Officer, Chairman of the Target Board, Chief Financial Officer, Vice President or a member of the Target Board, as applicable, and not in his capacity as a shareholder of the Target) that, based on the written advice of British Virgin Islands counsel to the Consortium, that he is obligated in such capacity to cooperate with the Target in order to comply with his fiduciary duties under the laws of British Virgin Islands, such Management Party may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), unless otherwise agreed to or consented to in writing in advance by the other Party, each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viivi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aclauses (i) or to (bv) of this Sections 4.1(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date which is six (6) months after the date of this Agreement, which may be extended as agreed by all Parties in writing, and (ii) the termination of this Agreement pursuant to Section 5.3 (the “Exclusivity Period”), each Party:Party agrees that it shall (and shall cause its Affiliates to): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Principal Consortium Members to implement the Transaction, including to (i) evaluate the Target; Company and its business, (ii) formulate any amendments to conduct negotiations with the terms of the Proposal, if applicableCompany; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiationsprepare, prepare negotiate and finalize the Documentation definitive Transaction documentation in the forms form to be agreed by the Parties Parties; and (viv) vote, or cause to be voted, at every shareholder or stakeholder meeting of the Company (whether by written consent or otherwise) all Securities of its Company Shares (including Company Shares represented by ADSs) (1) against any Competing Proposal Alternative Transaction or matter that would facilitate a Competing Proposal an Alternative Transaction and (2) in favor of the Transaction; (b) shall not, without the written consent and shall not permit its Affiliates, or any of the other Partiesits or its Affiliates’ Representatives, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: to (i) make a Competing Proposal or join withpropose an Alternative Transaction, or inviteseek, any other person to be involved in the making of any Competing Proposal solicit, initiate, induce, facilitate or encourage (including through by way of furnishing any rollover investment therein)non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposalan Alternative Transaction; (iii) finance or offer to finance any Competing ProposalAlternative Transaction, including by offering any equity or debt finance, or contribution of Securities Company Shares or other securities in the Company or provision of a voting agreement, in support of any Competing ProposalAlternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under by this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities Company Shares or other securities in the Company (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities), in each case, except as expressly contemplated under this Agreement and the Documentation, definitive Transaction documentation; (Bvi) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of Company Shares or other securities in the SecuritiesCompany, or any right, title or interest thereto or therein, or ; (Cvii) deposit any Securities Company Shares or other securities in the Company into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have Company Shares or other securities in the effect of preventing, disabling or delaying the Party from performing its obligations under this AgreementCompany; or (viiviii) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.1(b)(i) or (bto Section 4.1(b)(vii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, any discussions, conversationsnegotiations, negotiations and communications or other communications (whether conducted by it or activities with any of its Affiliates or Representatives) with all persons conducted heretofore parties that may be ongoing with respect to a Competing Proposalany Alternative Transaction; and (d) shall promptly notify the other Parties Principal Consortium Members if itit or, to its knowledge, any of its Affiliates or any of its or its Affiliates’ Representatives receives any approach or communication with respect to any Competing ProposalAlternative Transaction, promptly disclose to including the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide the Principal Consortium Members with copies of any written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Company specifically requests that the Chairman cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitate or joined by the Chairman, and the Chairman determines (solely in his capacity as the chairman of the Company Board or a member of the Company Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that the Chairman is obligated in such written Competing Proposalcapacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity. In no event shall this clause be used by the Chairman as a means to (i) circumvent the exclusivity provisions under this Section 4.1 or (ii) enter into any agreement, understanding or arrangement with any party with respect to an Alternative Transaction during the Exclusivity Period.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date that is twelve (12) months from the date hereof, and (ii) the termination of this Agreement pursuant to Article 5 (the “Exclusivity Period”), each PartyConsortium Member shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties Consortium Members to implement the Transaction, including including, without limitation, to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposal, if applicable; including, without limitation, the amount to be paid, by the date for submission of the Proposal or any other date agreed by the Consortium Members, (iii) prepare and submit to the Target Board the Proposal and the Merger Agreement; , (iv) conduct negotiationsprepare, prepare negotiate and finalize definitive documentation in connection with the Documentation Transaction, (v) at any meeting (whether annual or special and each adjourned or postponed meeting) of the Target’s shareholders, however called, or in connection with any written consent of the forms Target’s shareholders, (A) appear at such meeting or otherwise cause its Target Ordinary Shares and Target Securities to be agreed by the Parties counted as present thereat for purposes of determining whether a quorum is present, and (vB) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by proxy, written consent or otherwise) all Target Ordinary Shares and Target Securities held or beneficially owned by such Consortium Member against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionTransaction (and any actions required in furtherance thereof); (b) shall not, without the prior written consent of the other PartiesConsortium Members, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Consortium Member’s behalf (i) make a Competing Proposal Proposal, or seek, invite, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including including, without limitation, by offering any equity or debt financefinancing, or contribution of Target Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Target Securities, or or, directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Target Securities (“Transfer”) or permit the any Transfer by any of their respective its Affiliates of an interest in any Target Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Target Securities, or any right, title or interest thereto or therein, or (C) deposit any Target Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Target Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the Party any Consortium Member from performing its obligations under this Agreement; , or (vii) seek, invite, initiate, solicit, encourage, facilitateinduce, induce or facilitate any offer, inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(vi); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties Consortium Members if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including, without limitation, in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Consortium Members with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During Subject to Section 4.8, during the period beginning on the date hereof and ending on the earlier of (i) date that is twelve (12) months from the date hereof, which may be extended by the Lead Investors in writing and (ii) the termination of this Agreement pursuant to Section 6.2 (the “Exclusivity Period”), each PartyParty shall (unless otherwise consented to in writing in advance by all of the Lead Investors) and shall cause his, her or its Affiliates to: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business and (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionDefinitive Documents; (b) not to, and shall notuse his, without her or its reasonable efforts to cause the written consent Representatives of him, her or it and his, her or its Affiliates (subject to, in the case of a Representative who is a director of the other PartiesCompany or any of its subsidiaries and solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: authorized Representatives (i) make a Competing Proposal an Acquisition Proposal, or solicit, encourage, facilitate or join with, with or invite, invite any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Acquisition Proposal, (ii) provide any information to any third party Third Party with a view to the third party Third Party or any other person pursuing or considering to pursue a Competing an Acquisition Proposal; , (iii) finance or offer to finance any Competing Acquisition Proposal, including by offering any equity or debt finance, or contribution of Covered Securities or provision of a voting agreement, in support of any Competing Acquisition Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing his, her or its obligations under this Agreement; , or (viivi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.1(b)(i) to Section 4.1(b)(v) or (bSection 4.2(a)(i) or Section 4.2(a)(ii); (c) shall subject to Section 4.8, immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing an Acquisition Proposal; and (d) shall subject to Section 4.8, promptly notify the other Parties if itsuch Party or, its Affiliates or to such Party’s knowledge, any Representative of its Representatives such Party receives any approach or communication with respect to any Competing Acquisition Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the Exclusivity Period, Period each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the TransactionTransaction and other related matters, including to (i) evaluate the TargetCompany; (ii) formulate any amendments to the terms of the Proposal, if applicableProposal (or any amendment thereto); (iii) prepare and submit to the Target Company the Proposal (and any amendments thereto) and the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties Founder Representative and Essence and (v) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities beneficially owned by such Party and which have voting rights against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or RepresentativesRepresentatives acting on behalf of such Party: (i) make a Competing Proposal or join with, or invitesolicit, encourage, facilitate or invite any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt financefinancing, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share equity incentive plans of the TargetCompany) or dispose of any Securities, Securities or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose ofof (“Transfer”), an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would could reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.01(a) or (band Section 4.01(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if it, its Affiliates it or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.01, (A) to the extent the Company Board specifically requests that a Founder (the “Relevant Founder”) cooperate in respect of any actual bona fide Competing Proposals that were not initiated, solicited, or encouraged by any Founder, and the Relevant Founder determines (solely in his capacity as a director or officer of the Company, and not in his capacity as a shareholder) that, based on the written advice of counsel to the Consortium, the Company or such Relevant Founder, which counsel shall be licensed to practice law in the State of Delaware, that he is obligated in such capacity to cooperate with the Company in order to avoid possible violation of his fiduciary duties under applicable laws or order of a court of competent jurisdiction, the Relevant Founder may provide such cooperation but only to the extent reasonably required to avoid such a possible violation of such fiduciary duties or order in such capacity and in no event shall this clause be used as a means intended to circumvent the exclusivity provisions hereof. In any event, none of the Founders shall, during the Exclusivity Period, (i) enter into any understanding or arrangement with any party to the Competing Proposal or any Affiliate thereof (including in respect of such Competing Proposal, holding any employment, consulting, or advisory role with the Company, any successor entity of the Company or its businesses or any Affiliate thereof, or holding any equity or debt in respect of the same), or (ii) hold any employment, consulting, or advisory role with any party to the Competing Proposal or any Affiliate thereof; and (B) any Founder may make a Transfer to his spouse, siblings, parents, lineal descendants or antecedents or the estates of or trusts for the benefit of such Founder or his spouse, siblings, parents or lineal descendants or antecedents, provided, however, that in all cases, any such Transfer shall not relieve the transferor of his obligations hereunder with respect to the transferred Securities.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 6-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), unless otherwise agreed to or consented to in writing in advance by the other Party, each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by the Parties Transaction, and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire any Securities or enter into any agreement, arrangement or understanding to acquire any Securities except that the Founders may continue to acquire Company Shares through exercise of his share-based awards (other than pursuant to share incentive plans of the Targetif any), (vi) or dispose of any Securities, or directly or indirectly including (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vivii) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viiviii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aclauses (i) or to (bviii) of this Sections 4.1(b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the 12-month anniversary of the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each Party:Party shall (unless otherwise agreed to or consented to in writing in advance by the other Parties): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing (collectively, the “Definitive Agreements”), and (viii) vote, or cause to be voted, at every shareholder or stakeholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: Representatives authorized to act on such Party’s behalf (i) make a Competing Proposal Proposal, or solicit, encourage, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire or dispose of any Securities (other than acquiring Securities pursuant to the share incentive plans of the Target), and in the case of the Chairman Parties and any Sponsor that is a “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) or dispose of any SecuritiesTarget Ordinary Shares or other Securities of Target, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) to 4.1(b)(vi). For the avoidance of doubt, no Party shall be deemed to be the “beneficial owner” of any Target Ordinary Shares or (b)other Securities of Target beneficially owned by any other Party solely as a result of entering into this Agreement; (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Target specifically requests that the Chairman cooperate in respect of a bona fide written Competing ProposalProposal that was not initiated, solicited, or encouraged by the Chairman, and the Chairman determines (solely in his capacity as Chief Executive Officer, Chairman or a member of the Target Board, and not in his capacity as a shareholder) that, based on the written advice of Cayman Islands counsel to the Consortium, that he is obligated in such capacity to cooperate with the Company in order to comply with his fiduciary duties under Cayman Islands law, the Chairman may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity and in no event shall this clause be used as a means intended primarily to circumvent the exclusivity provisions thereof.

Exclusivity Period. During the Exclusivity Period, Period each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of his/its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it such Party or any of his/its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if itsuch Party, his/its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the Exclusivity Period, Period each Party: (a) shall shall, and shall cause his/its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of his/its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it such Party or any of his/its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if itsuch Party, his/its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the date that is 12 months from the date hereof (the “Exclusivity Period”), each PartyParty shall (unless otherwise agreed to or consented to in writing in advance by Sponsor) and shall cause its Affiliates to: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business and (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionDefinitive Documents; (b) shall not, without shall cause its Affiliates not to and shall use its reasonable efforts to cause the written consent Representatives of the other Partiesit and its Affiliates not to, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: authorized Representatives (i) make a Competing Proposal an Acquisition Proposal, or solicit, encourage, facilitate or join with, with or invite, invite any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Acquisition Proposal, (ii) provide any information to any third party Third Party with a view to the third party Third Party or any other person pursuing or considering to pursue a Competing an Acquisition Proposal; , (iii) finance or offer to finance any Competing Acquisition Proposal, including by offering any equity or debt finance, or contribution of Securities Covered Shares or provision of a voting agreement, in support of any Competing Acquisition Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viivi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.1(b)(i) to Section 4.1(b)(v) or (bSection 4.2(a)(i) or Section 4.2(a)(ii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing an Acquisition Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Acquisition Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.

Exclusivity Period. During the Exclusivity Period, unless otherwise agreed to by the Parties, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target, if applicable) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“"Transfer”") or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a4.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties promptly if it, its Affiliates it or any of its Affiliates or Representatives receives any approach or communication with respect to any Competing Proposal, Proposal and shall promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such the approach or communication communication, and promptly provide copies of any such written Competing Proposal.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date which is nine months after the date of this Agreement and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each PartyParty shall: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Target and its business, (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation definitive documentation in connection with the forms to be agreed by Transaction, including for the Parties Debt Financing, and (viii) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates Affiliate or Representatives: Representative authorized to act on such Party’s behalf, (i) make a Competing Proposal Proposal, or seek, initiate, solicit, encourage, induce, facilitate or join with, or invite, with any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Proposal, (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; , (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire any Securities or enter into any agreement, arrangement or understanding to acquire any Securities except that the Affiliates of ▇▇▇▇▇▇ Interactive may continue to acquire Target Shares through exercise of his or her options (other than pursuant to share incentive plans of the Targetif any), (vi) or dispose of any Securities, or directly or indirectly including (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective its Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentationdefinitive documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vivii) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viiviii) seek, initiate, solicit, encourage, facilitateinduce or facilitate any offer, induce inquiry or proposal from, or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with with, any other person regarding the matters described in Section 5.01(aSections 4.1(b)(i) or (bto 4.1(b)(viii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if itit or, to its knowledge, any of its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written communication. Notwithstanding the foregoing provisions of this Section 4.1, to the extent the Target specifically requests that any director of the Target who is an Affiliate of ▇▇▇▇▇▇ Interactive cooperate in respect of a bona fide written Competing ProposalProposal that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by ▇▇▇▇▇▇ Interactive, and such director determines (solely in his capacity as a director of the Board, and not in his capacity as an Affiliate of ▇▇▇▇▇▇ Interactive) that, based on the written advice of Cayman Islands counsel to the Consortium, that he is obligated in such capacity to cooperate with the Target in order to comply with his fiduciary duties under Cayman Islands law, such director may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity. In no event shall this clause be used by as a means to circumvent the exclusivity provisions under this Section 4.1.

Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date that is 12 months from the date hereof and (ii) the termination of this Agreement pursuant to Section 5.2 (the “Exclusivity Period”), each Party:Party shall (unless otherwise agreed to or consented to in writing in advance by Tencent and Hammer Capital): (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; Company and its business and (ii) formulate any amendments to the terms of the Proposalprepare, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare negotiate and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the TransactionDefinitive Documents; (b) shall not, without shall cause its Affiliates not to and shall use its reasonable efforts to cause the written consent Representatives of it and its Affiliates (subject to, in the case of a Representative who is a director of the other PartiesCompany or any of its Subsidiaries and solely in such Representative’s capacity as a director, his or her fiduciary duties) not to, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: authorized Representatives (i) make a Competing Proposal an Acquisition Proposal, or solicit, encourage, facilitate or join with, with or invite, invite any other person to be involved in the making of of, any Competing Proposal (including through any rollover investment therein); Acquisition Proposal, (ii) provide any information to any third party Third Party with a view to the third party Third Party or any other person pursuing or considering to pursue a Competing an Acquisition Proposal; , (iii) finance or offer to finance any Competing Acquisition Proposal, including by offering any equity or debt finance, or contribution of Securities Covered Shares or provision of a voting agreement, in support of any Competing Acquisition Proposal; , (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which that is directly inconsistent with the provisions of this Agreement or the Transaction as contemplated under this Agreement; , (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would reasonably be expected to have the effect of preventing, disabling or delaying the such Party from performing its obligations under this Agreement; , or (viivi) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writingwriting and whether or not legally binding) with any other person regarding the matters described in Section 5.01(a4.1(b)(i) to Section 4.1(b)(v) or (bSection 4.2(a)(i) or Section 4.2(a)(ii); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing an Acquisition Proposal; and (d) shall promptly notify the other Parties if itit or, to its Affiliates or knowledge, any of its Representatives receives any approach or communication with respect to any Competing Acquisition Proposal, promptly disclose to the other Parties including in such notice the identity of any the other persons involved and the nature and content of such the approach or communication communication, and promptly provide the other Parties with copies of any such written Competing Proposalcommunication.